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CORCEPT THERAPEUTICS INCORPORATED (Exact Name of Corporation As Specified in Its Charter) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-50679 CORCEPT THERAPEUTICS INCORPORATED (Exact Name of Corporation as Specified in Its Charter) Delaware 77-0487658 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 149 Commonwealth Drive Menlo Park, CA 94025 (Address of principal executive offices, including zip code) (650) 327-3270 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one.) Large Accelerated Filer ¨ Accelerated Filer x Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller Reporting Company ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x On May 5, 2014 there were 100,893,846 shares of common stock outstanding at a par value of $0.001 per share. Table of Contents TABLE OF CONTENTS PART I. FINANCIAL INFORMATION 4 ITEM 1. FINANCIAL STATEMENTS 4 CONDENSED BALANCE SHEETS 4 CONDENSED STATEMENTS OF COMPREHENSIVE LOSS 5 CONDENSED STATEMENTS OF CASH FLOWS 6 NOTES TO CONDENSED FINANCIAL STATEMENTS 7 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 16 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 23 ITEM 4. CONTROLS AND PROCEDURES 23 PART II. OTHER INFORMATION 24 ITEM 1. LEGAL PROCEEDINGS 24 ITEM 1A. RISK FACTORS 24 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 44 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 44 ITEM 4. MINE SAFETY DISCLOSURES 44 ITEM 5. OTHER INFORMATION 44 ITEM 6. EXHIBITS 45 SIGNATURES 46 2 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (Form 10-Q) contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, or the Securities Act. All statements contained in this Form 10-Q other than statements of historical fact are forward-looking statements. When used in this report or elsewhere by management from time to time, the words “believe,” “anticipate,” “intend,” “plan,” “estimate,” “expect,” “may,” “will,” “should,” “seeks” and similar expressions are forward-looking statements. Such forward-looking statements are based on current expectations, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements made in this Quarterly Report on Form 10-Q may include, but are not limited to, statements about: • our ability to manufacture, market and sell Korlym® (mifepristone) 300 mg Tablets; • our estimates regarding enrollment in and the dates by which we expect to report results of our clinical trials and the anticipated results of these trials; • the progress and timing of our research, development and clinical programs and the timing of regulatory activities for mifepristone for the treatment of triple-negative breast cancer or other indications; • our ability to realize the benefits of Orphan Drug Designation of Korlym in the United States; • the timing of the market introduction of future product candidates, including new uses for mifepristone and any compound in our families of selective glucocorticoid receptor II (GR-II) antagonists; • our ability to achieve marketing approval of mifepristone in the European Union (EU) (for which we have requested the brand name Corluxin®) and realize the benefits of Orphan Drug Designation there; • our ability to manufacture, market, commercialize and achieve market acceptance for our future product candidates, including mifepristone for the treatment of triple-negative breast cancer or any other indications and any compounds in our families of selective GR-II antagonists; • uncertainties associated with obtaining and enforcing patents; • our estimates for future performance, including revenue and profits; and • our estimates regarding our capital requirements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual events or results may differ materially from those discussed in the forward-looking statements as a result of various factors. For a more detailed discussion of such forward-looking statements and the potential risks and uncertainties that may impact upon their accuracy, see Part II, Item 1A, “Risk Factors” and the “Overview” and “Liquidity and Capital Resources” sections of Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Quarterly Report on Form 10-Q. These forward-looking statements reflect our view only as of the date of this report. Except as required by law, we undertake no obligations to update any forward-looking statements. Accordingly, you should also carefully consider the factors set forth in other reports or documents that we file from time to time with the Securities and Exchange Commission (SEC). 3 Table of Contents PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CORCEPT THERAPEUTICS INCORPORATED CONDENSED BALANCE SHEETS (In thousands except per share data) March 31, December 31, 2014 2013 (Unaudited) (See Note 1) Assets Current assets: Cash and cash equivalents $ 43,618 $ 54,877 Trade receivables 1,922 1,428 Inventory 1,127 1,096 Prepaid expenses and other current assets 1,453 910 Total current assets 48,120 58,311 Strategic inventory 4,330 4,450 Property and equipment, net of accumulated depreciation 285 203 Other assets 96 113 Total assets $ 52,831 $ 63,077 Liabilities and stockholders’ equity Current liabilities: Accounts payable $ 3,666 $ 2,381 Accrued clinical expenses 3,380 3,288 Other accrued liabilities 1,271 1,301 Long-term obligation - current portion 6,896 5,743 Deferred revenue 29 25 Total current liabilities 15,242 12,738 Long-term obligation, net of current portion 28,218 29,322 Commitments Stockholders’ equity: Preferred stock, par value $0.001 per share, 10,000 shares authorized and no shares outstanding at March 31, 2014 and December 31, 2013 — — Common stock, par value $0.001 per share, 280,000 shares authorized and 100,689 and 99,849 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively 101 100 Additional paid-in capital 315,817 313,534 Accumulated deficit (306,547) (292,617) Total stockholders’ equity 9,371 21,017 Total liabilities and stockholders’ equity $ 52,831 $ 63,077 The accompanying notes are an integral part of these condensed financial statements. 4 Table of Contents CORCEPT THERAPEUTICS INCORPORATED CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (In thousands, except per share data) Three Months Ended March 31, 2014 2013 Product sales, net $ 4,405 $ 1,717 Operating expenses: Cost of sales 174 20 Research and development 7,285 4,257 Selling, general and administrative 9,805 8,383 Total operating expenses 17,264 12,660 Loss from operations (12,859) (10,943) Interest and other expense (1,071) (1,141) Net loss and comprehensive loss $ (13,930) $ (12,084) Basic and diluted net loss per share $ (0.14) $ (0.12) Weighted average shares outstanding used in computing basic and diluted net loss per share 100,521 99,814 The accompanying notes are an integral part of these condensed financial statements. 5 Table of Contents CORCEPT THERAPEUTICS INCORPORATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands) Three Months Ended March 31, 2014 2013 Operating activities Net loss $ (13,930) $ (12,084) Adjustments to reconcile net loss to net cash used in operations: Stock-based compensation 1,378 1,310 Accretion of interest expense 1,044 1,115 Amortization of debt financing costs 8 11 Depreciation and amortization of property and equipment 28 14 Changes in operating assets and liabilities: Trade receivables (494) (586) Inventory 89 (13) Prepaid expenses and other current assets (543) 48 Other assets 9 (3) Accounts payable 1,285 (1,541) Accrued clinical expenses 92 (260) Other accrued liabilities (30) 375 Deferred revenue 4 60 Net cash used in operating activities (11,060) (11,554) Investing activities Purchases of property and equipment (110) (18) Cash used in investing activities (110) (18) Financing activities Proceeds from issuance of common stock and warrants, net of issuance costs 906 — Payments related to long-term obligation (995) — Net cash used in financing activities (89) — Net decrease in cash and cash equivalents (11,259) (11,572) Cash and cash equivalents, at beginning of period 54,877 93,032 Cash and cash equivalents, at end of period $ 43,618 $ 81,460 The accompanying notes are an integral part of these condensed financial statements.
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